PHOTRONICS INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm Deloitte & Touche LLP (PCAOB ID 34 ) 37 Consolidated Balance Sheets 38 Consolidated Statements of Income 39 Consolidated Statements of Comprehensive (Loss) Income 40 Consolidated Statements of Equity 41 Consolidated Statements of Cash Flows 42 Notes to Consolidated Financial Statements 43 36 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Photronics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Photronics, Inc. (the “Company”) as of October 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended October 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2023 and October 31, 2022, and the results of its operations and its cash flows for each of the three years in the period ended October 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of October 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated December 22, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue — Contracts with Customers— Refer to Note 1 & 9 of the financial statements Critical Audit Matter Description The Company recognizes revenue over time for in-process production orders that have not shipped for contracts with customers for which it has an enforceable right to bill and collect consideration, including a reasonable profit, in the event the in-process orders are cancelled by the customers. In addition, as photomasks are manufactured to customer specifications, they have no alternative use to the Company. This results in the Company recording a corresponding contract asset as of period-end for these contracts. Significant judgment is exercised by the Company in determining the amount of revenue to recognize for these contracts and the corresponding contract asset, specifically in estimating the point within the production cycle at which the production orders stand in relation to the Company’s enforceable right within the contract. Pursuant to these contracts, revenue recognized over time and the associated contract asset as of October 31, 2023 was $11 million. We identified the determination of revenue recognized over time for in-process productions orders as of October 31, 2023 as a critical auditing matter because of the significant estimates and assumptions management makes in determining the amount of revenue to recognize for these contracts. This required a high degree of audit judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s determination of the progress point of in-process orders and the amount of revenue recognized over time and the corresponding contract asset as of October 31, 2023. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s determination of the progress point of in-process orders and resulting revenue recognized over time and corresponding contract asset as of October 31, 2023 included the following: - We tested the operating effectiveness of controls over management’s determination of the point in the production process and correlation to stated contractual rights. - We tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the consolidated financial statements. - We tested the accuracy and completeness of the in-process orders report by performing physical observation. - We selected a sample of in-process production orders as of October 31, 2023 and performed the following procedures for each selection: - Obtained and read the customer agreement/purchase order, invoice, and quote to determine whether the company has an enforceable right to bill and collect consideration. - Evaluated management’s identification of significant contract terms and resulting revenue recognition for the in-process production order. - Evaluated management estimate of the production point for the in-process order corresponding revenue recognition and contract asset based on the Company’s enforceab le right within the contract. /s/ Deloitte & Touche LLP Boston, Massachusetts December 22, 2023 We have served as the Company’s auditor since 1991. 37 Table of Contents PHOTRONICS, INC. Consolidated Balance Sheets (in thousands, except per share amounts) October 31 , 2023 October 31 , 2022 ASSETS Current assets: Cash and cash equivalents $ 499,292 $ 319,680 Short-term investments 12,915 38,820 Accounts receivable, net of allowance of $ 1,099 in 2023 and $ 1,002 in 2022 194,927 198,147 Inventories 49,963 50,753 Other current assets 28,353 37,252 Total current assets 785,450 644,652 Property, plant and equipment, net 709,244 643,873 Deferred income taxes 21,297 19,816 Other assets 10,230 7,489 Total assets $ 1,526,221 $ 1,315,830 LIABILITIES AND EQUITY Current liabilities: Current portion of long-term debt $ 6,621 $ 10,024 Accounts payable 84,024 79,566 Accrued liabilities 94,578 104,207 Total current liabilities 185,223 193,797 Long-term debt 17,998 32,310 Other liabilities 47,391 27,634 Total liabilities 250,612 253,741 Commitments and contingencies Equity: Preferred stock, $ 0.01 par value, 2,000 shares authorized, none issued and outstanding - - Common stock, $ 0.01 par value, 150,000 shares authorized, 61,310 shares issued and outstanding at October 31, 2023 , and 60,791 shares issued and outstanding at October 31, 2022 613 608 Additional paid-in capital 502,010 493,741 Retained earnings 561,119 435,634 Accumulated other comprehensive loss ( 88,734 ) ( 98,456 ) Total Photronics, Inc. shareholders’ equity 975,008 831,527 Noncontrolling interests 300,601 230,562 Total equity 1,275,609 1,062,089 Total liabilities and equity $ 1,526,221 $ 1,315,830 See accompanying notes to consolidated financial statements. 38 Table of Contents PHOTRONICS, INC. Consolidated Statements of Income (in thousands, except per share amounts) Year Ended October 31 , 2023 October 31 , 2022 October 31 , 2021 Revenue $ 892,076 $ 824,549 $ 663,761 Cost of goods sold 555,914 530,336 496,717 Gross profit 336,162 294,213 167,044 Operating expenses: Selling, general and administrative 69,458 63,989 57,525 Research and development 13,654 18,341 18,490 Total operating expenses 83,112 82,330 76,015 Other operating (loss) income, net - ( 17 ) 3,525 Operating income 253,050 211,866 94,554 Non-operating income (expense): Foreign currency transactions impacts, net 2,466 27,344 7,972 Interest income and other income, net 14,863 1,680 1,165 Interest expense, net of subsidies ( 433 ) ( 1,857 ) ( 1,685 ) Income before income tax provision 269,946 239,033 102,006 Income tax provision 70,312 59,791 23,190 Net income 199,634 179,242 78,816 Net income attributable to noncontrolling interests 74,149 60,456 23,367 Net income attributable to Photronics, Inc. shareholders $ 125,485 $ 118,786 $ 55,449 Earnings per share: Basic $ 2.05 $ 1.96 $ 0.90 Diluted $ 2.03 $ 1.94 $ 0.89 Weighted-average number of common shares outstanding: Basic 61,139 60,559 61,407 Diluted 61,755 61,189 61,999 See accompanying notes to consolidated financial statements. 39 Table of Contents PHOTRONICS, INC. Consolidated Statements of Comprehensive (Loss) Income (in thousands) Year Ended October 31, 2023 October 31, 2022 October 31, 2021 Net income $ 199,634 $ 179,242 $ 78,816 Other comprehensive income (loss), net of tax of $ 0 : Foreign currency translation adjustments 5,615 ( 151,209 ) 8,478 Other ( 3 ) 423 ( 69 ) Net other comprehensive income (loss) 5,612 ( 150,786 ) 8,409 Comprehensive income 205,246 28,456 87,225 Less: comprehensive income attributable to noncontrolling interests 70,039 28,697 29,163 Comprehensive income (loss) attributable to Photronics, Inc. shareholders $ 135,207 $ ( 241 ) $ 58,062 See accompanying notes to consolidated financial statements. 40 Table of Contents PHOTRONICS, INC. Consolidated Statements of Equity Years Ended October 31, 2023, 2022 and 2021 (in thousands) Photronics, Inc. Shareholders Common Stock Additional Paid-In Retained Treasury Accumulated Other Comprehensive Non- Controlling Total Shares Amount Capital Earnings Stock Income (Loss) Interests Equity Balance at October 31, 2020 63,138 $ 631 $ 507,336 $ 279,037 $ — $ 17,958 $ 157,304 $ 962,266 Net income - - - 55,449 - - 23,367 78,816 Other comprehensive income - - - - - 2,613 5,796 8,409 Shares issued under equity plans 805 8 3,561 - - - - 3,569 Share-based compensation expense - - 5,348 - - - - 5,348 Dividends to noncontrolling interest - - - - - - ( 9,597 ) ( 9,597 ) Purchases of treasury stock - - - - ( 48,249 ) - - ( 48,249 ) Retirement of treasury stock ( 3,919 ) ( 39 ) ( 31,573 ) ( 16,637 ) 48,249 - - - Balance at October 31, 2021 60,024 600 484,672 317,849 - 20,571 176,870 1,000,562 Net income - - - 118,786 - - 60,456 179,242 Other comprehensive loss - - - - - ( 119,027 ) ( 31,759 ) ( 150,786 ) Shares issued under equity plans 954 10 4,280 - - - - 4,290 Share-based compensation expense - - 6,308 - - - - 6,308 Contribution from noncontrolling interest - - - - - - 24,995 24,995 Purchases of treasury stock - - - - ( 2,522 ) - - ( 2,522 ) Retirement of treasury stock ( 187 ) ( 2 ) ( 1,519 ) ( 1,001 ) 2,522 - - - Balance at October 31, 2022 60,791 608 493,741 435,634 - ( 98,456 ) 230,562 1,062,089 Net income - - - 125,485 - - 74,149 199,634 Other comprehensive income (loss) - - - - - 9,722 ( 4,110 ) 5,612 Shares issued under equity plans 519 5 268 - - - - 273 Share-based compensation expense - - 8,001 - - - - 8,001 Balance at October 31, 2023 61,310 $ 613 $ 502,010 $ 561,119 $ - $ ( 88,734 ) $ 300,601 $ 1,275,609 See accompanying notes to consolidated financial statements. 41 Table of Contents PHOTRONICS, INC. Cons olidated Statements of Cash Flows (in thousands) Year Ended October 31, 2023 October 31, 2022 October 31, 2021 Cash flows from operating activities: Net income $ 199,634 $ 179,242 $ 78,816 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of property, plant and equipment 80,473 79,971 87,535 Amortization of intangible assets 362 359 2,861 Share-based compensation 8,001 6,308 5,348 Deferred income taxes ( 927 ) 809 ( 2,110 ) Changes in assets, liabilities, and other: Accounts receivable 4,026 ( 51,233 ) ( 36,620 ) Inventories 1,236 ( 2,039 ) 2,987 Other current assets 9,665 1,204 ( 13,472 ) Accounts payable, accrued liabilities and other ( 294 ) 60,566 25,427 Net cash provided by operating activities 302,176 275,187 150,772 Cash flows from investing activities: Purchases of property, plant and equipment ( 131,295 ) ( 112,338 ) ( 109,099 ) Purchases of available-for-sale debt securities ( 20,192 ) ( 38,854 ) - Proceeds from maturities of available-for-sale debt securities 47,537 - - Government incentives 2,522 3,615 5,775 Purchases of intangible assets ( 117 ) ( 205 ) ( 170 ) Other - 25 - Net cash used in investing activities ( 101,545 ) ( 147,757 ) ( 103,494 ) Cash flows from financing activities: Repayments of debt ( 18,439 ) ( 65,440 ) ( 20,352 ) Purchases of treasury stock - ( 2,522 ) ( 48,249 ) Contributions from noncontrolling interests - 24,995 - Dividends paid to noncontrolling interests - - ( 9,597 ) Proceeds from share-based arrangements 1,248 5,749 3,874 Proceeds from long-term debt - - 20,858 Net settlements of restricted stock awards ( 1,302 ) ( 1,471 ) ( 437 ) Net cash used in financing activities ( 18,493 ) ( 38,689 ) ( 53,903 ) Effects of exchange rate changes on cash, cash equivalents, and restricted cash ( 2,680 ) ( 46,012 ) 4,703 Net increase (decrease) in cash, cash equivalents, and restricted cash 179,458 42,729 ( 1,922 ) Cash, cash equivalents, and restricted cash at beginning of year 322,409 279,680 281,602 Cash, cash equivalents, and restricted cash at end of year 501,867 322,409 279,680 Less: Ending restricted cash 2,575 2,729 3,010 Cash and cash equivalents at end of year $ 499,292 $ 319,680 $ 276,670 Supplemental disclosure of non-cash information: Accruals for property, plant and equipment purchased during year $ 18,607 $ 3,266 $ 7,794 See accompanying notes to consolidated financial statements. 42 Table of Contents PHOTRONICS, INC. Notes to Consolidated Financial Statements Years Ended October 31, 2023, October 31, 2022 and October 31, 2021 (in thousands, except share amounts) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Photronics, Inc. (“Photronics”, “the Company”, “we”, “our”, or “us”) is one of the world’s leading manufacturers of photomasks, which are high-precision photographic quartz or glass plates containing microscopic images of electronic circuits. Photomasks are a key element in the manufacture of ICs and FPDs, and are used as masters to transfer circuit patterns onto semiconductor wafers and FPD substrates during the fabrication of integrated circuits, a variety of FPDs and, to a lesser extent, other types of electrical and optical components. We currently have eleven manufacturing facilities, located in Taiwan ( 3 ), China ( 2 ), Korea , the United States ( 3 ), and Europe ( 2 ). Consolidation The accompanying consolidated financial statements include the accounts of Photronics, Inc. , its wholly owned subsidiaries, and the majority-owned subsidiaries which it controls. All intercompany balances and transactions have been eliminated in consolidation. Estimates and Assumptions The preparation of financial statements in conformity with U.S.GAAP requires us to make estimates and assumptions that affect amounts reported in them. Our estimates are based on historical experience and on various assumptions that are believed to be reasonable, based on the facts and circumstances available at the time they are made. Subsequent actual results may differ from such estimates. We review these estimates periodically and reflect any effects of revisions in the period in which they are determined. Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments with an original maturity of three months or less , readily convertible to known amounts of cash, and so near to their maturity that they present insignificant risk of changes in value because of changes in interest rates. The carrying values of cash equivalents approximate their fair values, due to the short-term maturities of these instruments. Investments Investments consist of U. S. government securities and are classified as available-for-sale. We classify available-for-sale securities on our consolidated balance sheet as follows: - Maturing within three months or less from the date of purchase Cash and cash equivalents - Maturing, as of the date of purchase, more than three months, but with remaining maturities of less than one year, from the balance sheet date Short-term investments - Maturing one year or more from the balance sheet date Long-term marketable investments As of October 31, 2023, and October 31, 2022, all of our available-for-sale securities had remaining maturities less than one year, and have been classified as Short-term investments . Available-for-sale debt investments are reported at fair value, with unrealized gains or losses (net of tax) reported in Accumulated other comprehensive (loss) income . The fair values of our available-for-sale securities are Level 1 measurements, based on quoted prices from active markets for identical assets. In the event of a sale of an available-for-sale debt investment, we would determine the cost of the investment sold at the specific individual security level, and would include any gain or loss in Interest income and other income, net, where we also report periodic interest earned and the amortization (accretion) of discounts (premiums) related to these investments. The table below provides information on our available-for-sale debt securities. October 31, 2023 October 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Carrying Value Amortized Cost Unrealized Gains Unrealized Losses Carrying Value Government securities $ 12,913 $ 4 $ ( 2 ) $ 12,915 $ 38,911 $ - $ ( 91 ) $ 38,820 Periodically, at the individual security level, we review our investments to determine if they are impaired. An investment would be impaired if its amortized cost exceeds its fair value. In the event that an investment’s amortized cost exceeds its fair value, we would determine whether the impairment is temporary or other than temporary. Factors indicating that an other than temporary impairment had occurred that we would consider in our determination include whether we have decided to sell the security and whether it is more likely than not that we may be required to sell the security before its amortized cost basis is recovered. In addition, for certain types of securities, we would assess whether the discounted cash flows we expect to collect on an investment are less than its amortized cost and, under such a circumstance, recognize the existing credit loss as an impairment. Accounts Receivable, Unbilled Receivables and Allowance for Credit Losses We generally record our accounts receivable at their billed amounts. The Company recognizes unbilled receivables when the Company has satisfied its performance obligations, has an unconditional right to consideration, but has not yet issued an invoice. All outstanding past due customer invoices are reviewed for collectability during, and at the end of, every reporting period. To the extent that we believe a loss on the collection of a customer invoice is probable, we record the loss and credit an allowance for credit losses. In the event that an amount is determined to be uncollectible, we charge the allowance for credit losses and derecognize the related receivable. Refer to our revenue recognition policy, below, for additional information on our accounting for accounts receivable. 43 Table of Contents Inventories Inventories are stated at the lower of cost, determined under the first-in, first-out (“FIFO”) method, or net realizable value. Please refer to Note 4 of our consolidated financial statements for additional information on our inventories. Inventory reserves are established when conditions indicate that the net realizable value is less than costs due to assigned expiration dates or other causes based on individual facts and circumstances. If net realizable value is less than cost at the balance sheet date, the carrying amount is reduced to the realizable value, and the difference is recognized as a loss on valuation of inventories within cost of sales. Property, Plant and Equipment Property, plant and equipment, except as explained below under “Impairment of Long-Lived Assets,” is stated at cost less accumulated depreciation and amortization. Repairs and maintenance, as well as renewals and replacements of a routine nature, are charged to operations as incurred, while those that improve or extend the lives of existing assets are capitalized. Upon sale or other disposition, the cost of the asset and its related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in earnings. Depreciation and amortization, essentially all of which are included in Cost of goods sold in our consolidated statements of income, are computed using the straight-line method over the estimated useful lives of the related assets. Buildings and improvements are depreciated over 10 to 39 years, machinery and equipment over 5 to 15 years, and furniture, fixtures, and office equipment over 3 to 5 years. Leasehold improvements are amortized over the lesser of the life of the lease or the estimated useful life of the improvement. We employ judgment when making assumptions about the estimated useful lives and depreciation periods we assign to property, plant and equipment, and when events or changes in circumstances such as a significant industry downturn, plant closures, technological obsolescence, or other occurrences indicate that their carrying amounts may not be recoverable. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determinations of recoverability are based upon our judgment and estimates of undiscounted future cash flows resulting from the use of the assets and their eventual disposition. Measurement of an impairment loss for long-lived assets that we expect to hold and use is based on the fair value of the assets, determined using a market or income approach, compared with the carrying value of the asset. The carrying values of assets determined to be impaired would be reduced to their estimated fair values. 44 Table of Contents Restricted Cash Restricted cash in the amounts of $ 2.6 million and $ 2.7 million are included in Other assets on our October 31, 2023 and October 31, 2022, consolidated balance sheets, respectively. The restrictions on these amounts are primarily related to land lease agreements and customs requirements. Treasury Stock We record treasury stock purchases under the cost method, recording the entire cost of the acquired stock as treasury stock. Gains and losses on subsequent reissuances would be credited or charged to additional paid-in capital, and we would employ the average cost method (with average cost being determined separately for each share repurchase program), in the event that we subsequently reissue shares. When we retire our treasury stock, any excess of the repurchase price paid over par value is allocated between additional paid-in capital and retained earnings. Revenue Recognition We recognize revenue when, or as, control of a good or service transfers to a customer, in an amount that reflects the consideration to which we expect to be entitled in exchange for transferring those goods or services. We account for an arrangement as a revenue contract when each party has approved and is committed to perform under the contract, the rights of the contracting parties regarding the goods or services to be transferred and the payment terms are identifiable, the arrangement has commercial substance, and collection of consideration is probable. Substantially all of our revenue comes from the sales of photomasks. We typically contract with our customers to sell sets of photomasks, which are comprised of multiple layers, the predominance of which we invoice as they ship to customers. As the photomasks are manufactured to customer specifications, they have no alternative use to us and, as our contracts generally provide us with the right to payment for work completed to date, we recognize revenue as we perform, or “over time,” on most of our contracts. We measure our performance to date using an input method, which is based on our estimated costs to complete the various manufacturing phases of a photomask. At the end of a reporting period, there are a number of uncompleted revenue contracts on which we have performed; for any such contracts under which we are entitled to be compensated for our costs incurred plus a reasonable profit, we recognize revenue and a corresponding contract asset for such performance. We account for shipping and handling activities that we perform after a customer obtains control of a good as being activities to fulfill our promise to transfer the good to the customer, rather than as promised services, or performance obligations, under the contract. We report our revenue net of any sales or similar taxes we collect on behalf of governmental entities. As stated above, photomasks are manufactured to customer specifications in accordance with their proprietary designs; thus, they are individually unique. Due to their uniqueness and other factors, their transaction prices are individually established through negotiations with customers; consequently, our photomasks do not have standard or “list” prices. The transaction prices of the vast majority of our revenue contracts include only fixed amounts of consideration. In certain instances, such as when we offer a customer an early payment discount, an estimate of variable consideration would be included in the transaction price, but only to the extent that a significant reversal of revenue would not occur when the uncertainty related to the variability was resolved. 45 Table of Contents Contract Assets, Contract Liabilities, and Accounts Receivable We recognize a contract asset when our performance under a contract precedes our receipt of consideration from a customer, or before payment is due, and our receipt of consideration is conditional upon factors other than the passage of time. Contract assets reflect our transfer of control to customers of photomasks that are in process or completed but not yet shipped to customers. A receivable is recognized when we have an unconditional right to payment for our performance, which generally occurs when we ship the photomasks. Our contract assets primarily consist of a significant amount of our in-process production orders and fully manufactured photomasks which have not yet shipped, for which we have an enforceable right to collect consideration (including a reasonable profit) in the event the in-process orders are cancelled by customers. On an individual contract basis, we net contract assets with contract liabilities (deferred revenue) for financial reporting purposes. We did no t impair any contract assets or accounts receivable in 2023, 2022, or 2021 . Contract Costs We pay commissions to third-party sales agents for certain sales that they procure on our behalf. However, the bases of the commissions are the transaction prices of the sales, which are completed in less than one year; thus, no relationship is established with a customer that will result in future business. Therefore, we would not recognize any portion of these sales commissions as costs of obtaining a contract, nor do we currently foresee other circumstances under which we would recognize such assets. Remaining Performance Obligations As we are typically required to fulfill customer orders within a short time period, our backlog of orders is generally not in excess of one to two weeks for IC photomasks and two to three weeks for FPD photomasks. However, the demand for some IC photomasks can extend beyond the traditional time period; thus the backlog, in some individual cases, can extend to as long as two to three months . As allowed under Topic 606, we have elected not to disclose our remaining performance obligations, which represent the costs associated with the completion of the manufacturing process of in-process photomasks related to contracts that have an original duration of one year or less. Product Warranties Our photomasks are sold under warranties that generally range from one to twenty-four months . We warrant that our photomasks conform to customer specifications, and we will typically repair, replace, or issue a refund for any photomasks that fail to do so. The warranties do not represent separate performance obligations in our revenue contracts. Historically, customer claims under warranties have been immaterial . 46 Table of Contents Leases We determine if an agreement is, or contains, a lease on the earlier of the date of the agreement or the date on which we commit to entering the agreement and evaluate at that time whether the lease is an operating lease or a finance lease. We recognize right-of-use assets and lease liabilities for operating and finance leases with terms greater than 12 months. Please refer to Note 10 of our consolidated financial statements for additional information. Our involvement in lease arrangements has typically been as a lessee. We determine if an agreement is, or contains, a lease on the earlier of the date of the agreement or the date on which we commit to entering the agreement. An arrangement is determined to be a lease when it conveys to us the right to control the use of an identified asset for a period of time in exchange for consideration. Our having the right to control an identified asset is determined by whether we are entitled to substantially all of its economic benefits and can direct its use. We recognize leases on our consolidated balance sheet when a lessor makes an asset underlying a lease having a term in excess of twelve months available for our use. As allowed under ASC Topic 842 – “Leases” (“Topic 842”), we have elected 1) not to apply the recognition requirements to leases that, at their commencement dates, have lease terms of twelve months or less and do not include options to purchase their underlying assets that we are reasonably certain to exercise and 2) for all classes of assets, the practical expedient to not separate lease components of a contract from nonlease components of a contract . If an arrangement is determined to be, or include, a lease, we then apply the classification criteria in Topic 842 to determine whether the lease is a finance lease or an operating lease. For both types of leases, at their commencement dates (which are the dates on which a lessor makes an underlying asset available for our use), we recognize ROU assets, which represent our rights to use the underlying assets, and lease liabilities which represent our obligation to make payments for such rights. The present value of lease payments over the term of the lease provides the basis for the initial measurement of ROU assets and their related lease liabilities. Variable lease payments, other than those that are dependent on an index or on a rate (at which they are measured on their commencement dates), are not included in the measurement of ROU assets and their related lease liabilities. Lease terms include extension periods if the lease agreement includes an option to extend the lease that we are reasonably certain to exercise. The initial measurement process for finance leases and operating leases is the same, except that, for operating leases, we generally apply our incremental borrowing rates for collateralized borrowings over terms similar to those of the leases to determine the lease liability while, for finance leases, we use the interest rates implicit in the leases. The initial measurement of ROU assets may require further adjustments for lease prepayments and initial direct costs we incur. Operating leases are expensed on a straight-line basis over the terms of the leases, and are included in the consolidated statement of income in Cost of goods sold , Selling, general and administrative , or Research and development expense in accordance with the use of the underlying asset. Finance lease ROU assets are amortized over the estimated useful life of the underlying asset; the expenses are included in the consolidated statement of income in Cost of goods sold . Finance lease liabilities are subsequently remeasured by increasing the liability to reflect interest accrued during a period and decreasing the liability to reflect payments made during the period. Interest expense incurred on finance leases is included in Interest expense on the consolidated statements of income. Cash paid for operating leases and interest paid for finance leases are included in the consolidated statement of cash flows as operating activities in Accounts payable, accrued liabilities and other ; cash paid for finance lease principal is included in Repayments of debt in the financing activities section of the consolidated statement of cash flows. Share-Based Compensation We recognize share-based compensation expense over the service period during which the awards are expected to vest. Share-based compensation expense includes the estimated effects of forfeitures, which are adjusted over the requisite service period to the extent actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized in the period of change and will impact the amount of expense to be recognized in future periods. Determining the appropriate option pricing model, calculating the grant date fair value of share-based awards, and estimating forfeiture rates requires considerable judgment, including estimations of stock price volatility and the expected term of options granted. We use the Black-Scholes option pricing model to value employee stock options. We estimate stock price volatility based on daily averages of our common stock’s historical volatility over a term approximately equal to the estimated time period the grant will remain outstanding. The expected term of options and forfeiture rate assumptions are derived from historical data. 47 Table of Contents Research and Development Research and development costs are expensed as incurred and consist primarily of development efforts related to high-end process technologies for advanced subwavelength reticle solutions for IC and FPD photomask technologies. Foreign Currency Translation Our non-U.S. subsidiaries maintain their books of account in their respective local currencies, which are their functional currencies. Assets and liabilities of such subsidiaries are translated to U.S. dollars at year-end exchange rates. Income and expenses are translated at average rates of exchange prevailing during the year. Foreign currency translation adjustments are accumulated and reported in Accumulated other comprehensive (loss) income , a component of equity on our consolidated balance sheets. Government Grants The Company receives grants from governments in support of certain of the Company’s business activities, primarily related to capital expenditures and research and development activities. Grants are generally received in the form of cash as either a recovery for expenses incurred, qualified assets purchased or as an incentive for meeting certain eligibility requirements that may be part of a grant agreement. Grant agreements terms generally extend for a period of up to 4 years. We account for funds we receive from government grants by either reducing the costs of the assets (if the grant relates to capital expenditures) or expenses which could be Cost of goods sold, Selling, general and administrative, and Research and development expenses in the consolidated statements of income once the conditions and restrictions of the grant have been met and payment has been received. If the funds we receive cannot be attributed to specific assets or expenses, they would be recognized as other income, and included in Interest income and other income, net in the consolidated statements of income. Funds we receive from government grants are classified in our consolidated statements of cash flows as either Net cash provided by operating activities or Net cash provided by investing activities, in accordance with how we expend the funds. When a grant is received before conditions of the grant have been met, the grant is recorded in Accrued liabilities or Other liabilities in the Consolidated Balance Sheets. For the year ended October 31, 2023, grants recorded in the Company’s Consolidated Financial Statements were not material. Income Taxes The income tax provision is computed on the basis of the income or loss before income taxes for each entity in its respective tax jurisdiction. Deferred income taxes reflect the tax effects of differences between the carrying amounts of assets and liabilities for financial reporting purposes and their amounts used for income tax purposes, as well as the tax effects of net operating losses and tax credit carryforwards. We employ judgment and make assumptions when establishing valuation allowances for deferred income tax assets, if their realization is not deemed to be more likely than not, by considering future market growth, operating forecasts, future taxable income, and the mix of earnings among the tax jurisdictions in which we operate. Accordingly, income taxes charged against earnings may have been impacted by changes in the valuation allowances. We are eligible for investment tax credits in U.S. and non-U.S. tax jurisdictions. We account for investment tax credits under the “flow-through” method of accounting. As permitted in ASC 740 “Income Taxes”, under the flow-through method of accounting, the tax benefit from an investment tax credit is recorded as a reduction of income taxes in the period in which the credit is generated. We consider income taxes in each of the tax jurisdictions in which we operate in order to determine our effective income tax rate. Our current income tax expense is thus identified, and temporary differences resulting from differing treatments of items for tax and financial reporting purposes are assessed. These differences result in deferred tax assets, which are presented on our consolidated balance sheets, and deferred tax liabilities, which are included in Other liabilities on our consolidated balance sheets. We account for uncertain tax positions by recording a liability for unrecognized tax benefits resulting from uncertain tax positions taken, or expected to be taken, in our tax returns. We include any applicable interest and penalties related to uncertain tax positions in the liability and in our income tax provision. Earnings Per Share Basic earnings per share (“EPS”) is based on the weighted-average number of common shares outstanding for the period, excluding any dilutive common share equivalents. Diluted EPS reflects the potential dilution that could occur if certain share-based payment awards were exercised or earned. 48 Table of Contents Variable Interest Entities We account for the investments we make in certain legal entities in which equity investors do not have: 1) sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support or, 2) as a group, the holders of the equity investment at risk do not have either the power, through voting or similar rights, to direct the activities of the legal entity that most significantly impact the entity’s economic performance or, 3) the obligation to absorb the expected losses of the legal entity or the right to receive expected residual returns of the legal entity as “variable interest entities”, or “VIEs”. We consolidate the results of any such entity in which we have determined that we have a controlling financial interest. We would have a “controlling financial interest” (and thus be considered the “primary beneficiary” of the entity) in such an entity when we have both the power to direct the activities that most significantly affect the VIE’s economic performance and the obligation to absorb the losses of, or right to receive the benefits from, the VIE that could be potentially significant to the VIE. On a quarterly basis, we reassess whether we have a controlling financial interest in any investments we have in these entities. We would account for investments we make in VIEs in which we have determined that we do not have a controlling financial interest but have a significant influence over, and hold at least a twenty percent ownership interest in, using the equity method. An investment not meeting the parameters to be accounted for under the equity method would be accounted for using the cost method, unless the investment had a readily determinable fair value, at which value it would then be reported. NOTE 2 – ACCOUNTS RECEIVABLE The components of Accounts Receivable at the balance sheet dates are presented below. October 31, 2023 October 31, 2022 Accounts Receivable $ 171,433 $ 178,303 Unbilled Receivable 24,593 20,846 Allowance for Credit Losses ( 1,099 ) ( 1,002 ) $ 194,927 $ 198,147 NOTE 3 - OTHER CURRENT ASSETS Presented below are the components of Other current assets at the balance sheet dates. October 31, 2023 October 31, 2022 Contract assets $ 10,984 $ 15,752 Prepaid expenses 10,031 8,263 Other 2,537 814 Prepaid and refundable income taxes 2,489 9,709 Recoverable value added taxes 2,312 2,714 $ 28,353 $ 37,252 NOTE 4 - INVENTORIES The components of Inventories at the balance sheet dates are presented below. October 31, 2023 October 31, 2022 Raw materials $ 48,948 $ 49,326 Work in process 1,010 1,408 Finished goods 5 19 $ 49,963 $ 50,753 49 Table of Contents NOTE 5 - PROPERTY, PLANT AND EQUIPMENT, NET Presented below are the components of Property, plant and equipment, net at the balance sheet dates. October 31, 2023 October 31, 2022 Land $ 11,378 $ 11,134 Buildings and improvements 185,850 168,024 Machinery and equipment 1,922,041 1,769,478 Leasehold improvements 18,894 18,802 Furniture, fixtures, and office equipment 15,856 14,355 Construction in progress 55,434 90,846 2,209,453 2,072,639 Accumulated depreciation and amortization ( 1,500,209 ) ( 1,428,766 ) $ 709,244 $ 643,873 Information on ROU assets resulting from finance leases, at the balance sheet dates, is presented below. October 31, 2023 October 31, 2022 Machinery and equipment $ 42,820 $ 42,760 Accumulated amortization ( 7,655 ) ( 4,784 ) $ 35,165 $ 37,976 The following table presents depreciation expense (including the amortization of ROU assets) related to property, plant and equipment incurred during the reporting periods. Years Ended October 31, 2023 October 31, 2022 October 31, 2021 Depreciation Expense $ 80,472 $ 79,971 $ 87,535 In the third quarter of 2021, we recorded a $ 3.5 million gain on the trade-in of a lithography tool with a tool vendor as partial compensation for a more advanced tool. NOTE 6 - PDMCX JOINT VENTURE In January 2018, Photronics, Inc. through its wholly-owned subsidiary, Photronics Singapore PTE. LTD., (hereinafter, within this Note “we”, “Photronics”, “ us ”, or “our”), and DNP, through its wholly-owned subsidiary “DNP Asia Pacific PTE, Ltd.” entered into a joint venture under which DNP obtained a 49.99 % interest in our IC business in Xiamen, China. The joint venture, which we refer to as “PDMCX”, was established to develop and manufacture photomasks for semiconductors. We entered into this joint venture to enable us to compete more effectively for the merchant photomask business in China, and to benefit from the additional resources and investment that DNP provides to enable us to offer advanced-process technology to our customers . In 2020, in combination with local financing obtained by PDMCX, Photronics and DNP fulfilled their investment obligations under the PDMCX operating agreement ( “ the Agreement ” ). As discussed in Note 8, liens were granted to the local financing entity on property, plant, and equipment and were paid off during fiscal year 2023. These liens had an October 31, 2022, total carrying value of $ 70.7 million, as collateral for the loans. Under the Agreement, DNP is afforded, under certain circumstances, the right to put its interest in PDMCX to Photronics. These circumstances include disputes regarding the strategic direction of PDMCX that may arise after the initial two-year term of the Agreement that cannot be resolved between the two parties. As of the date of issuance of these financial statements, DNP had not indicated its intention to exercise this right. In addition, both Photronics and DNP have the option to purchase, or put, their interest from, or to, the other party, should their ownership interest fall below twenty percent for a period of more than six consecutive months. Under all such circumstances, the sales of ownership interests would be at the exiting party’s ownership percentage of the joint venture’s net book value, with closing to take place within three business days of obtaining required approvals and clearance. The following table presents net income we recorded from the operations of PDMCX during the reporting periods. Years Ended October 31, 2023 October 31, 2022 October 31, 2021 Net income from PDMCX $ 25,098 $ 16,714 $ 6,425 As required by the guidance in ASC Topic 810 - “Consolidation”, we evaluated our involvement in PDMCX for the purpose of determining whether we should consolidate its results in our financial statements. The initial step of our evaluation was to determine whether PDMCX was a VIE. Due to its lack of sufficient equity at risk to finance its activities without additional subordinated financial support, we determined that it is a VIE. Having made this determination, we then assessed whether we were the primary beneficiary of the VIE, and concluded that we were the primary beneficiary during the current and prior years reporting periods; thus, as required, the PDMCX financial results have been consolidated with Photronics. Our conclusion was based on the fact that we held a controlling financial interest in PDMCX (which resulted from our having the power to direct the activities that most significantly impacted its economic performance) and had both the obligation to absorb losses and the right to receive benefits that could potentially be significant to PDMCX. Our conclusions that we had the power to direct the activities that most significantly affected the economic performance of PDMCX during the current and prior year periods were based on our right to appoint the majority of its board of directors, which has, among others, the powers to manage the business (through its rights to appoint and evaluate PDMCX’s management), incur indebtedness, enter into agreements and commitments, and acquire and dispose of PDMCX’s assets. In addition, as a result of the 50.01 % variable interest we held during the current and prior year periods, we had the obligation to absorb losses, and the right to receive benefits, that could potentially be significant to PDMCX. 50 Table of Contents The following table presents the carrying amounts of PDMCX assets and liabilities included in our consolidated balance sheets. General creditors of PDMCX do not have recourse to the assets of Photronics (other than the net assets of PDMCX); therefore, our maximum exposure to loss from PDMCX is our interest in the carrying amount of the net assets of the joint venture. October 31, 2023 October 31, 2022 Classification Carrying Amount Photronics Interest Carrying Amount Photronics Interest Current assets $ 135,960 $ 67,994 $ 127,542 $ 63,784 Noncurrent assets 136,334 68,181 119,392 59,708 Total assets 272,294 136,175 246,934 123,492 Current liabilities 36,305 18,156 51,274 25,643 Noncurrent liabilities 1,873 937 9,161 4,581 Total liabilities 38,178 19,093 60,435 30,224 Net assets $ 234,116 $ 117,082 $ 186,499 $ 93,268 NOTE 7 - ACCRUED LIABILITIES Presented below are the components of Accrued liabilities at the balance sheet dates. Prior year amounts have been reclassified to conform to the current year presentation. October 31, 2023 October 31, 2022 Compensation related expenses $ 37,218 $ 33,061 Income taxes 24,080 37,595 Contract liabilities 9,965 18,872 Property, plant, and equipment 6,624 2,989 Value added and other taxes 3,523 2,923 Service Contracts 2,613 762 Operating leases 1,912 1,354 Telecommunications and utilities 1,311 1,111 Other 7,332 5,540 Accrued liabilities $ 94,578 $ 104,207 51 Table of Contents NOTE 8 - DEBT Due to the Q2 FY23 payoff of the Xiamen Project loans, as of October 31, 2023, the Current portion of long-term debt and the Long-term debt balances were comprised of finance leases as described below: As of October 31, 2023 Xiamen Project Loans Finance Leases Total Principal due: Next 12 months $ - $ 6,621 $ 6,621 Months 13 – 24 $ - $ 17,972 $ 17,972 Months 25 – 36 - 12 12 Months 37 – 48 - 13 13 Months 49 – 60 - 1 1 Long-term debt - 17,998 17,998 Total debt $ - $ 24,619 $ 24,619 Interest rate at balance sheet date N/A % N/A Basis spread on interest rates 0.00 N/A Interest rate reset Quarterly N/A Maturity date December 2025 N/A Periodic payment amount Varies as loans mature (1) Varies as Lease mature Periodic payment frequency Semiannual, on individual loans Monthly Loan collateral (carrying amount) $ N/A $ 35,165 (2) (1) During Q2 FY23, we repaid the entire balance of RMB 26.4 million (approximately $ 3.9 million) remaining on the loan, of which, RMB 2.0 million was due to be paid in June 2025 and RMB 24.4 million was due to be paid in December 2025. (2) Represents the carrying amount at the balance sheet date of the related ROU assets, in which the lessors have secured interests. The tables below provide information on our long-term debt as of October 31, 2022. As of October 31, 2022 Xiamen Project Loans Xiamen Working Capital Loans Hefei Equipment Loan Finance Leases Total Principal due: Next 12 months $ - $ 3,512 $ - $ 6,512 $ 10,024 Months 13 – 24 $ - $ - $ - $ 6,610 $ 6,610 Months 25 – 36 1,098 - - 17,961 19,059 Months 37 – 48 6,641 - - - 6,641 Long-term debt $ 7,739 $ - $ - $ 24,571 $ 32,310 Interest rate at balance sheet date 4.30 % - 4.45 % 4.46 % N/A (2) Basis spread on interest rates 0.00 76.00 N/A N/A Interest rate reset Quarterly Monthly/Annually N/A N/A Maturity date December 2025 July 2023 Paid July 2022 (2) Periodic payment amount Varies as loans mature (1) Increases as loans mature N/A (2) Periodic payment frequency Semiannual, on individual loans Semiannual, on individual loans N/A Monthly Loan collateral (carrying amount) $ 70,705 N/A N/A $ 37,976 (3) (1) During the three month period ended October 31, 2022, we repaid RMB 81.0 million (approximately $ 11.5 million) that had contractual maturity dates ranging from December 2023 through June 2025. (2) See Note 10 for interest rates on lease liabilities, maturity dates, and periodic payment amounts. (3) Represents the carrying amount at the balance sheet date of the related ROU assets, in which the lessors have secured interests. Finance Leases In February 2021, we entered into a five-year $ 7.2 million finance lease for a high-end inspection tool. Monthly payments on the lease, which commenced in February 2021, are $ 0.1 million per month. Upon the payment of the fiftieth monthly payment and prior to payment of the fifty-first monthly payment, we may exercise an early buyout option to purchase the tool for $ 2.4 million. If we do not exercise the early buyout option, then at the end of the five-year lease term, the lease shall continue to renew on a month-to-month basis at the same rental terms; at our option, after the original term or any renewal periods, we may return the tool, elect to extend the lease, or purchase the tool at its fair market value. Since we are reasonably certain that we will exercise the early buyout option, our lease liability reflects such exercise and we have classified the lease as a finance lease. The interest rate implicit in the lease is 1.08 %. In December 2020, we entered into a five-year $ 35.5 million finance lease for a high-end lithography tool. Monthly payments on the lease, which commenced in January 2021, increased from $ 0.04 million during the first three months to $ 0.6 million for the following nine months, followed by forty-eight monthly payments of $ 0.5 million. As of the due date of the forty-eighth monthly payment, we may exercise an early buyout option to purchase the tool for $ 14.1 million. If we do not exercise the early buyout option, then at the end of the five-year lease term, at our option, we may return the tool, elect to extend the lease term for a period and a lease payment to be agreed with lessor at the time, or purchase the tool for its then-fair market value, as determined by the lessor. Since we are reasonably certain that we will exercise the early buyout option, our lease liability reflects such exercise and we have classified the lease as a finance lease. The interest rate implicit in the lease is 1.58 %. The lease agreement incorporates the covenants included in our former Corporate Credit Agreement, which are detailed below, and includes a cross-default provision for any agreement or instrument with an outstanding, committed balance greater than $ 5.0 million in which we are the indebted party. 52 Table of Contents Xiamen Project Loans In November 2018, PDMCX obtained approval to borrow RMB 345.0 million from the Industrial and Commercial Bank of China. From November 2018 through July 2020, PDMCX entered into separate loan agreements (the “Project Loans”) for the entire approved amount. In February 2023, PDMCX repaid the entire outstanding balance of RMB 26.4 million ($ 3.9 million). As of October 31, 2023, PDMCX had no amount outstanding and the amounts may not be re-borrowed. The Project Loans were used to finance certain capital expenditures at the PDMCX facility and were collateralized by liens granted on the land use right, building, and certain equipment located at the facility. The interest rates on the Project Loans were variable (based on the RMB Loan Prime Rate of the National Interbank Funding Center), and interest incurred on the loans was eligible for reimbursement through incentives provided by the Xiamen Torch Hi-Tech Industrial Development Zone, which provided for such reimbursements up to a prescribed limit and duration. The Project Loans were subject to covenants and provisions, certain of which related to the assets pledged as security for the loans, all of which we were in compliance with at the time of repayment. Xiamen Working Capital Loans In November 2018, PDMCX obtained approval for revolving, unsecured credit of the equivalent of $ 25.0 million, pursuant to which PDMCX may enter into separate loan agreements with varying terms to maturity. This facility is subject to annual reviews and extensions, with the most recent extension set to expire in July 2024 . In December 2022, we repaid our entire outstanding balance of RMB 25.6 million ($ 3.6 million) and the amounts may not be re-borrowed. As of October 31, 2023, PDMCX had no amount outstanding against the approval. The interest rates are variable, based on the RMB Loan Prime Rate of the National Interbank Funding Center. Interest incurred on the loans related to the amount borrowed was eligible for reimbursement through incentives provided by the Xiamen Torch Hi-Tech Industrial Development Zone, which provided for such reimbursements up to a prescribed limit and duration. Corporate Credit Agreement In September 2018, we entered into a five-year amended and restated credit agreement (the “Credit Agreement”), which had a $ 50 million borrowing limit, with an expansion capacity to $ 100 million. The Credit Agreement was secured by substantially all of our assets located in the United States and common stock we own in certain subsidiaries. The Credit Agreement was subject to covenants around minimum interest coverage ratio, total leverage ratio, and minimum unrestricted cash balance (all of which we were in compliance with at the termination of the agreement in September 2023), and limited the amount of cash dividends, distributions, and redemptions we could pay on our common stock to an aggregate annual amount of $ 50 million. The Credit Agreement expired, and was not renewed as of October 31, 2023. There were no outstanding borrowings against the Credit Agreement at its expiration. Hefei Equipment Loan In October 2020, our Hefei, China, facility was approved to borrow RMB 200 million from the China Construction Bank Corporation. In July 2022, we repaid our entire outstanding balance of RMB 120.7 million ($ 18.0 million). This credit facility was subject to annual reviews and extension; the most recent extension expired in August 2022 , and we did not apply for an extension. The loan proceeds were used to fund purchases of two lithography tools at the Hefei facility. The interest rate on the loan was variable and based on the RMB Loan Prime Rate of the National Interbank Funding Center. The borrowings were secured by the Hefei facility, its related land use right, and certain manufacturing equipment. The Hefei Equipment Loan was subject to covenants and provisions, certain of which relate to the assets pledged as security for the loan, including covenants for the ratio of total liabilities to total assets and the ratio of current assets to current liabilities, all of which we were in compliance with at the time of repayment. Interest Paid for Debt Interest payments, including capitalized interest of $ 0.1 million in 2021, were $ 0.5 million in 2023, $ 2.8 million in 2022, and $ 3.8 million in 2021. The weighted-average interest rate on our current portion of long-term debt for the periods ended October 31, 2023 and October 31, 2022 was 1.5 % and 2.5 %, respectively. 53 Table of Contents NOTE 9 - REVENUE The following tables present our revenue for the years ended October 31, 2023, October 31, 2022, and October 31, 2021, disaggregated by product type, geographic origin, and timing of recognition. Year Ended Revenue by Product Type October 31, 2023 October 31, 2022 October 31, 2021 IC High-end $ 194,939 $ 195,332 $ 162,973 Mainstream 456,340 397,694 297,198 Total IC $ 651,279 $ 593,026 $ 460,171 FPD High-end $ 200,842 $ 186,988 $ 155,670 Mainstream 39,955 44,535 47,920 Total FPD $ 240,797 $ 231,523 $ 203,590 $ 892,076 $ 824,549 $ 663,761 Year Ended Revenue by Geographic Origin* October 31, 2023 October 31, 2022 October 31, 2021 Taiwan $ 316,889 $ 291,342 $ 248,597 China 245,378 212,598 115,732 Korea 162,235 156,139 156,391 United States 128,879 126,205 105,023 Europe 36,579 36,402 36,242 Other 2,116 1,863 1,776 $ 892,076 $ 824,549 $ 663,761 * This table disaggregates revenue by the location in which it was earned. Year Ended Revenue by Timing of Recognition October 31, 2023 October 31, 2022 October 31, 2021 Over time $ 838,628 $ 758,359 $ 606,332 At a point in time 53,448 66,190 57,429 $ 892,076 $ 824,549 $ 663,761 Contract Assets, Contract Liabilities, and Accounts Receivable The following table provides information about our contract balances at the balance sheet dates. Classification October 31, 2023 October 31, 2022 Contract Assets Other current assets $ 10,984 $ 15,752 Contract Liabilities Accrued liabilities $ 9,965 $ 18,872 Other liabilities 12,454 4,989 $ 22,419 $ 23,861 The following table presents revenue recognized from contract liabilities that existed at the beginning of the reporting periods. October 31, 2023 October 31, 2022 October 31, 2021 Revenue recognized from beginning liability $ 13,966 $ 8,934 $ 5,300 Our invoice terms generally range from net thirty to ninety days , depending on both the geographic market in which the transaction occurs and our payment agreements with specific customers. In the event that our evaluation of a customer’s business prospects and financial condition indicate that the customer presents a collectability risk, we modify terms of sale, which may require payment in advance of performance. At the time of adoption, we elected the practical expedient allowed under ASC Topic 606 “Revenue from Contracts with Customers” (“Topic 606”) that permits us not to adjust a contract’s promised amount of consideration to reflect a financing component when the period between when we transfer control of goods or services to customers and when we are paid is one year or less. In instances when we are paid in advance of our performance, we record a contract liability and, as allowed under the practical expedient in Topic 606, recognize interest expense only if the period between when we receive payment from the customer and the date when we expect to be entitled to the payment is greater than one year. Historically, advance payments we’ve received from customers have generally not preceded the completion of our performance obligations by more than one year. 54 Table of Contents NOTE 10 - LEASES The following table provides information on operating and finance leases included in our consolidated balance sheets. Classification October 31, 2023 October 31, 2022 ROU Assets – Operating Leases Other assets $ 6,189 $ 3,341 ROU Assets – Finance Leases Property, plant and equipment, net $ 35,165 $ 37,976 Lease Liabilities – Operating Leases Accrued liabilities $ 1,912 $ 1,354 Other liabilities 4,218 1,928 $ 6,130 $ 3,282 Lease Liabilities – Finance Leases Current portion of long-term debt $ 6,621 $ 6,512 Long-term debt 17,998 24,571 $ 24,619 $ 31,083 The following table presents future lease payments under noncancelable operating and finance leases as of October 31, 2023. Imputed interest represents the difference between undiscounted cash flows and discounted cash flows. Fiscal Year Operating Leases Finance Leases 2024 $ 2,015 $ 6,951 2025 1,712 18,026 2026 1,327 13 2027 1,088 13 2028 247 1 Total lease payments $ 6,389 $ 25,004 Imputed interest ( 259 ) ( 385 ) Lease liabilities $ 6,130 $ 24,619 The following table presents lease costs for 2023, 2022, and 2021. Year Ended October 31, 2023 October 31, 2022 October 31, 2021 Operating lease costs $ 2,278 $ 2,253 $ 2,904 Short-term lease costs $ 462 $ 469 $ 232 Variable lease costs $ 656 $ 603 $ 498 Interest on finance lease $ 426 $ 522 $ 510 Amortization of ROU assets $ 2,870 $ 2,917 $ 1,867 The following table presents statistical information related to our operating and finance leases. The information presented is as of the balance sheet dates. October 31, 2023 October 31, 2022 Classification Weighted- average remaining lease term (in years) Weighted- average discount rate Weighted- average remaining lease term (in years) Weighted- average discount rate Operating leases 3.7 2.4 % 3.1 2.3 % Finance leases 1.2 1.5 % 2.2 1.5 % The following table presents the effects of leases on our 2023, 2022, and 2021 consolidated statements of cash flows, and provides leases-related non-cash information for those years. Year Ended October 31, 2023 October 31, 2022 October 31, 2021 Operating cash flows used for operating leases $ 2,271 $ 2,259 $ 2,442 Operating cash flows used for finance leases $ 429 $ 566 $ 464 Financing cash flows used for finance leases $ 6,521 $ 7,289 $ 4,323 ROU assets obtained in exchange for operating lease obligations $ 5,116 $ 513 $ 457 ROU assets obtained in exchange for finance lease obligations $ - $ - $ 42,672 55 Table of Contents NOTE 11 - SHARE-BASED COMPENSATION In March 2016, shareholders approved our current equity incentive compensation plan (“the Plan”), under which incentive stock options, non-qualified stock options, stock grants, stock-based awards, restricted stock, restricted stock units, stock appreciation rights, performance units, performance stock, and other stock or cash awards may be granted. Shares to be issued under the Plan may be authorized and unissued shares, issued shares that have been reacquired by us (in the open market or in private transactions), or a combination thereof. The maximum number of shares of common stock approved that may be issued under the Plan is four million shares. On March 16, 2023, at its annual meeting of shareholders, the shareholders of Photronics, Inc., approved amendments to the Plan to increase the number of shares available for issuance by an additional one million shares, thereby increasing the shares available for issuance under the Plan from four million to five million. Awards may be granted to officers, employees, directors, consultants, advisors, and independent contractors of Photronics or its subsidiaries. In the event of a change in control (as defined in the Plan) or at the discretion of the compensation committee; the vesting of awards may be accelerated. The Plan, aspects of which are more fully described below, prohibits further awards from being issued under prior plans. The table below presents information on our share-based compensation expenses for the three most recent fiscal years. Year Ended October 31, 2023 October 31, 2022 October 31, 2021 Expense reported in: Cost of goods sold $ 1,259 $ 868 $ 446 Selling, general, and administrative 5,962 4,803 4,446 Research and development 780 637 456 Total expense incurred $ 8,001 $ 6,308 $ 5,348 Expense by award type: Restricted stock awards $ 7,909 $ 5,800 $ 4,920 Stock options 1 298 218 Employee stock purchase plan 91 210 210 Total expense incurred $ 8,001 $ 6,308 $ 5,348 Income tax benefits of share-based compensation $ 715 $ 449 $ 233 Share-based compensation cost capitalized $ - $ - $ - Restricted Stock Awards We periodically grant restricted stock awards, the restrictions on which typically lapse over a service period of one to four years . The fair values of the awards are determined on the date of grant, based on the closing stock price of our common stock. A summary of restricted stock award activity during 2023 and the status of our restricted stock awards as of October 31, 2023, is presented below. Restricted Stock Shares Weighted-Average Fair Value at Grant Date Outstanding at October 31, 2022 893,704 $ 15.62 Granted 791,925 $ 16.84 Vested ( 417,432 ) $ 14.98 Cancelled ( 29,900 ) $ 16.48 Outstanding at October 31, 2023 1,238,297 $ 16.27 Expected to vest as of October 31, 2023 1,117,128 $ 16.21 The table below presents additional information on our restricted stock awards for the three most recent fiscal years. Year Ended October 31, 2023 October 31, 2022 October 31, 2021 Number of shares granted 791,925 654,224 564,800 Weighted-average grant-date fair value of awards (in dollars per share) $ 16.84 $ 18.73 $ 11.20 Compensation costs not yet recognized $ 12,760 $ 8,949 $ 7,300 Weighted-average amortization period (in years) 2.8 2.7 2.6 Fair value of awards for which restrictions lapsed $ 6,256 $ 5,212 $ 4,491 Shares outstanding at balance sheet date 1,238,297 893,704 929,147 Stock Options Option awards generally vest in one to four years and have a ten-year contractual term. All incentive and non-qualified stock option grants must have an exercise price no less than the market value of the underlying common stock on the date of grant. The grant-date fair values of options are based on closing prices of our common stock on the dates of grant and are calculated using the Black-Scholes option pricing model. Expected volatility is based on the historical volatility of our common stock. We use historical option exercise behavior and employee termination data to estimate expected term, which represents the period of time that options granted are expected to remain outstanding. The risk-free rate of return for the estimated term of an option is based on the U.S. Treasury yield curve in effect at the date of grant. 56 Table of Contents The table below presents a summary of stock options activity during 2023 and information on stock options outstanding at October 31, 2023. Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at October 31, 2022 614,001 $ 9.74 Granted - $ - Exercised ( 137,226 ) $ 8.24 Cancellations, forfeitures, and adjustments ( 4,500 ) $ 10.18 Outstanding at October 31, 2023 472,275 $ 10.18 2.5 years $ 3,865 Exercisable at October 31, 2023 472,275 $ 10.18 2.5 years $ 3,865 Expected to vest as of October 31, 2023 - $ - - years $ - The table below presents additional information on stock option awards for the three most recent fiscal years. Year Ended October 31, 2023 October 31, 2022 October 31, 2021 Number of options granted in period - - - Total intrinsic value of options exercised $ 1,654 $ 5,108 $ 1,910 Cash received from option exercises $ 1,101 $ 5,275 $ 3,441 Compensation cost not yet recognized $ - $ 13 $ 109 Weighted-average amortization period for cost not yet recognized (in years) - 0.2 1.1 Employee Stock Purchase Plan Our Employee Stock Purchase Plan (“ESPP”) permits employees to purchase Photronics, Inc. common shares at 85 % of the lower of the closing market price at the commencement or ending date of the Plan year (which is approximately one year from the commencement date). We recognize the ESPP expense over that same period. As of October 31, 2023, the maximum number of shares of common stock approved by our shareholders to be purchased under the ESPP was 1.85 million shares, of which approximately 1.6 million shares had been issued through October 31, 2023. As of October 31, 2023, there is no unrecognized compensation cost. As of October 31, 2022, there were less than 0.1 million shares with unrecognized compensation cost of less than $ 0.1 million that was recognized in fiscal year 2023. NOTE 12 - EMPLOYEE RETIREMENT PLANS We maintain a 401(k) Savings and Profit-Sharing Plan (“401(k) Plan”) which covers all full and certain part-time U.S. employees who have completed three months of service and are 18 years of age or older. Under the terms of the 401(k) Plan, employees may contribute up to 50 % of their salary, subject to certain maximum amounts, which will be matched by the Company at 50 % of the employee’s contributions that are not in excess of 4 % of the employee’s compensation. Employee and employer contributions vest immediately upon contribution. The total employer contributions for all of our defined contribution plans were $ 0.8 million, $ 0.7 million and $ 0.8 million in 2023, 2022, and 2021, respectively. 57 Table of Contents NOTE 13 - INCOME TAXES On December 15, 2022, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework. The EU effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive. A significant number of other countries are expected to also implement similar legislation with varying effective dates in the future. The Company is continuing to evaluate the potential impact on future periods of the Pillar Two Framework, pending legislative adoption by additional individual countries. Income before the income tax provisions consists of the following: Year Ended October 31, 2023 October 31, 2022 October 31, 2021 United States $ ( 1,737 ) $ 1,813 $ ( 19,447 ) Foreign 271,683 237,220 121,453 $ 269,946 $ 239,033 $ 102,006 Income Tax Provision The components of our income tax provisions are presented below. Year Ended October 31, 2023 October 31, 2022 October 31, 2021 Current: Federal $ - $ - $ - State 14 1 4 Foreign 71,225 58,981 25,296 71,239 58,982 25,300 Deferred: Federal - - - State 12 10 103 Foreign ( 939 ) 799 ( 2,213 ) ( 927 ) 809 ( 2,110 ) Total $ 70,312 $ 59,791 $ 23,190 The table below presents a reconciliation of income taxes calculated by applying the statutory U.S. federal income tax rate to our income tax provisions of the reporting periods. Year Ended October 31, 2023 October 31, 2022 October 31, 2021 U.S. federal income tax at statutory rate $ 56,689 $ 50,197 $ 21,421 Changes in valuation allowances ( 256 ) ( 1,462 ) 364 Foreign tax rate differentials 11,394 7,941 3,244 Tax credits ( 2,425 ) ( 1,368 ) ( 3,942 ) Uncertain tax positions, including reserves, settlements and resolutions 3,328 3,214 1,037 Other, net 1,582 1,269 1,066 Income tax provision $ 70,312 $ 59,791 $ 23,190 Reporting Period U.S. Statutory Tax Rates Photronics Effective Tax Rates Primary Reasons for Differences 2023 21.0 % 26.0 % Non-U.S. pre-tax income being taxed at higher statutory rates in non-U.S. jurisdictions, the establishment of uncertain tax positions in non-U.S. jurisdiction and loss jurisdiction pre-tax losses not being benefited due to valuation allowances. 2022 21.0 % 25.0 % Non-U.S. pre-tax income being taxed at higher statutory rates in non-U.S. jurisdictions; and the establishment of uncertain tax positions in non-U.S. jurisdiction. 2021 21.0 % 22.7 % Loss jurisdiction pre-tax losses not being benefited due to valuation allowances, non-U.S. pre-tax income being taxed at higher statutory rates in the non-U.S. jurisdictions, and investment credits in foreign jurisdictions. 58 Table of Contents Deferred Income Tax Assets and Liabilities The net deferred income tax assets consist of the following: As of October 31, 2023 October 31, 2022 Deferred income tax assets Net operating losses $ 26,377 $ 29,410 Reserves not currently deductible 8,776 8,528 Tax credit carryforwards 10,442 9,660 Share-based compensation 1,892 1,560 Property, plant and equipment 9,844 6,591 Lease liabilities 5,743 7,367 63,074 63,116 Valuation allowances ( 32,619 ) ( 32,895 ) 30,455 30,221 Deferred income tax liabilities ROU assets ( 8,193 ) ( 8,930 ) Other ( 1,200 ) ( 1,722 ) ( 9,393 ) ( 10,652 ) Net deferred income tax assets $ 21,062 $ 19,569 Classification Deferred income tax assets $ 21,297 $ 19,816 Other liabilities ( 235 ) ( 247 ) $ 21,062 $ 19,569 We have established a valuation allowance for a portion of our deferred tax assets because we believe, based on the weight of all available evidence, that it is more likely than not that a portion of our deferred tax assets will expire prior to utilization. In 2023 the valuation allowance decreased as a result of management’s determination that tax benefits on deferred tax assets would more likely than not be realized and, therefore, decreased the valuation allowance to include these deferred tax assets. Due to the Tax Cuts and Jobs Act, which was signed into law in December 2017, as of fiscal year end 2018, U.S. deferred taxes were no longer provided on the undistributed earnings of non-U.S. subsidiaries. Our policy to indefinitely reinvest these earnings in non-U.S. operations remains unchanged for the purpose of determining deferred tax liabilities for U.S. state and foreign withholding taxes. Therefore, should we elect in the future to repatriate the remaining foreign earnings deemed to be indefinitely reinvested, we may incur additional state and foreign withholding tax expense on those earnings, the amount of which is not practicable to compute. Tax Credits and Carryforwards The following tables present our available operating loss and credit carryforwards as of October 31, 2023, and their related expiration periods. Operating Loss Carryforwards Amount Expiration Period Federal $ 86,765 2029 -Indefinite State $ 148,934 2024 -Indefinite Foreign $ 435 2024 -Indefinite 59 Table of Contents Tax Credit Carryforwards Amount Expiration Period Federal research and development $ 5,806 2024 - 2043 State $ 5,042 2024 - 2037 Uncertain Tax Positions We include unrecognized tax benefits in Other liabilities , and we include any applicable interest and penalties related to uncertain tax positions in our income tax provision. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is presented below. The amounts in the table include settlements of non-U.S. audits. Year Ended October 31, 2023 October 31, 2022 October 31, 2021 Balance at beginning of year before interest and penalties $ 5,204 $ 3,534 $ 2,550 (Reductions) additions of tax positions in prior years 209 ( 355 ) 181 Additions based on current year tax positions 3,361 2,892 1,313 Settlements ( 423 ) ( 848 ) ( 489 ) Lapses of statutes of limitations ( 19 ) ( 19 ) ( 21 ) Balance at end of year before interest and penalties 8,332 5,204 3,534 Interest and penalties 576 395 223 Balance at end of year including interest and penalties $ 8,908 $ 5,599 $ 3,757 The following table presents additional information on our uncertain tax positions, as of the balance sheet dates. October 31, 2023 October 31, 2022 Unrecognized tax benefits that, if recognized, would impact the effective tax rate $ 8,908 $ 5,599 Accrued interest and penalties related to uncertain tax positions $ 576 $ 395 Although the timing of the reversal of uncertain tax positions may be uncertain, as they can be dependent upon the settlement of tax audits or expirations of statutes of limitations, the Company believes that the amount of uncertain tax positions (including accrued interest and penalties, and net of tax benefits) that may be resolved over the next twelve months is $ 0.4 million. Resolution of these uncertain tax positions may result from either or both the lapses of statutes of limitations and tax settlements. The Company is no longer subject to tax authority examinations in the U.S., major foreign, or state tax jurisdictions for years prior to fiscal year 2018. Income Tax Payments and Refunds The table below presents income taxes paid and refunds of income taxes received during the reporting periods. Year Ended October 31, 2023 October 31, 2022 October 31, 2021 Income taxes paid $ 70,362 $ 37,770 $ 22,684 Income tax refunds received $ 485 $ 388 $ 713 60 Table of Contents NOTE 14 - EARNINGS PER SHARE The calculation of basic and diluted earnings per share is presented below. Year Ended October 31, 2023 October 31, 2022 October 31, 2021 Net income attributable to Photronics, Inc. shareholders $ 125,485 $ 118,786 $ 55,449 Effect of dilutive securities - - - Earnings used for diluted earnings per share $ 125,485 $ 118,786 $ 55,449 Weighted-average common shares computations: Weighted-average common shares used for basic earnings per share 61,139 60,559 61,407 Effect of dilutive securities: Share-based payment awards 616 630 592 Potentially dilutive common shares 616 630 592 Weighted-average common shares used for diluted earnings per share 61,755 61,189 61,999 Basic earnings per share $ 2.05 $ 1.96 $ 0.90 Diluted earnings per share $ 2.03 $ 1.94 $ 0.89 The table below sets forth the outstanding weighted-average share-based payment awards that were excluded from the calculation of diluted earnings per share because their exercise price exceeded the average market value of the common shares for the period or, under application of the treasury stock method, they were otherwise determined to be antidilutive. Year Ended October 31, 2023 October 31, 2022 October 31, 2021 Share based payment awards 136 314 331 Total potentially dilutive shares excluded 136 314 331 NOTE 15 - COMMITMENTS AND CONTINGENCIES Presented below are our unrecognized commitments, as of October 31, 2023. Included in these amounts are commitments of $ 106.8 million for the purchase of capital equipment. The amounts below do not include our commitments under our debt and lease arrangements, which are presented in Notes 8 and 10, respectively. Fiscal Year Unrecognized Commitments 2024 $ 99,779 2025 27,182 2026 10,024 2027 79 2028 65 Thereafter - Total $ 137,129 We are subject to various claims that arise in the ordinary course of business. We believe that our potential liability under such claims, individually and in the aggregate, will not have a material effect on our consolidated financial statements. As of October 31, 2023, and October 31, 2022, we were not involved in environmental litigation to which a government was a party. 61 Table of Contents NOTE 16 - CHANGES IN ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME BY COMPONENT The following tables set forth the changes in our accumulated other comprehensive (loss) income by component (net of tax of $ 0 ) for the years ended October 31, 2023, and October 31, 2022. Year Ended October 31, 2023 Foreign Currency Translation Adjustments Other Total Balance at October 31, 2022 $ ( 97,790 ) $ ( 666 ) $ ( 98,456 ) Other comprehensive income (loss) 5,615 ( 3 ) 5,612 Other comprehensive (income) loss attributable to noncontrolling interests 4,131 ( 21 ) 4,110 Balance at October 31, 2023 $ ( 88,044 ) $ ( 690 ) $ ( 88,734 ) Year Ended October 31, 2022 Foreign Currency Translation Adjustments Other Total Balance at October 31, 2021 $ 21,476 $ ( 905 ) $ 20,571 Other comprehensive (loss) income ( 151,209 ) 423 ( 150,786 ) Other comprehensive loss (income) attributable to noncontrolling interests 31,943 ( 184 ) 31,759 Balance at October 31, 2022 $ ( 97,790 ) $ ( 666 ) $ ( 98,456 ) 62 Table of Contents NOTE 17 - RISKS AND CONCENTRATIONS Financial instruments that potentially subject us to credit risk principally consist of trade accounts receivable and short-term cash investments. We sell our products primarily to semiconductor and FPD manufacturers in Asia, North America, and Europe. We believe that the concentration of credit risk in our trade receivables is substantially mitigated by our ongoing credit evaluation process and relatively short collection terms. We do not generally require collateral from customers. We establish an allowance for credit losses based upon factors surrounding the credit risk of specific customers, historical trends, and other information. Our cash and cash equivalents are deposited in several financial institutions, including institutions located within all of the countries in which we manufacture photomasks. Portions of deposits in some of these institutions may exceed the amount of insurance available for such deposits at these institutions. As these deposits are generally redeemable upon demand and are held by high quality, reputable institutions, we consider them to bear minimal credit risk. We further mitigate credit risks related to our cash and cash equivalents by spreading such risk among a number of institutions. The following table presents the percentages of our net accounts receivable attributable to customers that accounted for more than ten percent of the total balance as of the balance sheet dates. October 31, 2023 October 31, 2022 Customer A 21 % 16 % Customer B 10 % 16 % The following table presents the percentages of our revenue attributable to customers that accounted for more than ten percent of the total revenue during the reporting periods. Year Ended October 31, 2023 October 31, 2022 October 31, 2021 Customer A 14 % 15 % 17 % Customer B 13 % 5 % 3 % Customer C 10 % 11 % 12 % We operate as a single operating segment as a manufacturer of photomasks, which are high precision quartz or glass plates containing microscopic images of electronic circuits for use in the fabrication of IC’s and FPDs. As of the balance sheet dates, our long-lived assets and net assets were, by geographic area, as presented below. October 31, 2023 October 31, 2022 Long-lived Assets Net Assets Long-lived Assets Net Assets China $ 249,357 $ 317,409 $ 242,712 $ 257,855 Taiwan 199,313 489,722 155,690 393,795 United States 140,733 188,712 132,915 183,909 Korea 119,438 281,941 109,892 229,501 Europe and Other 7,294 ( 2,175 ) 6,758 ( 2,971 ) $ 716,135 $ 1,275,609 $ 647,967 $ 1,062,089 63 Table of Contents NOTE 18 - RELATED PARTY TRANSACTIONS Our chief executive officer is related to an individual in a position of authority at one of our largest customers. We recorded revenue from this customer of $ 126.5 million, $ 119.0 million and $ 111.0 million, in 2023, 2022, and 2021, respectively. As of October 31, 2023, and October 31, 2022, we had accounts receivable of $ 41.5 million and $ 32.4 million, respectively, from this customer. We believe that the terms of the transaction described above were negotiated at arm’s length and were no less favorable to us than terms we could have obtained from unrelated third parties. NOTE 19 - FAIR VALUE MEASUREMENTS The accounting framework for determining fair value includes a hierarchy for ranking the quality and reliability of the information used to measure fair value, which enables the reader of the financial statements to assess the inputs used to develop those measurements. The fair value hierarchy consists of three tiers, as follows: Level 1, defined as quoted market prices (unadjusted) in active markets for identical securities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly; and Level 3, defined as unobservable inputs that are not corroborated by market data. The fair values of our cash and certain cash equivalents (Level 1 measurements), accounts receivable, accounts payable, and certain other current assets and current liabilities (Level 2 measurements) approximate their carrying values due to their short-term maturities. The fair values of our Short-term investments are Level 1 measurements. (Please refer to “Investments” within Note 1 for additional fair value information on our Short-term investments .) The fair values of certain cash equivalents are Level 2 measurements that are provided by independent third-party pricing services or other independent entities, which may use matrix pricing, valuation models, or other methods which utilize observable market data. The fair values of our variable-rate debt instruments are Level 2 measurements and approximate their carrying values due to the variable nature of their underlying interest rates. Other than our Short-term investments, we did no t have any assets or liabilities measured at fair value, on a recurring or a nonrecurring basis, at October 31, 2023, or October 31, 2022. NOTE 20 - SHARE REPURCHASE PROGRAMS In September 2020, the Company’s Board of Directors authorized the repurchase of up to $ 100 million of its common stock, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Act. The most recent 10b5-1 plan expired on September 15, 2022 , and has not been renewed. Share repurchases under this authorization commenced on September 16, 2020 . The repurchase authorization by the Board of Directors has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions. In 2023, we did not repurchase any further shares as part of this program. In 2022, we repurchased 0.2 million shares at a cost of $ 2.5 million (an average of $ 13.43 per share) and, since the program’s inception, we have repurchased 5.8 million shares at a cost of $ 68.3 million (an average of $ 11.70 per share). There is $ 31.7 million remaining under the Board of Director authorization. All shares repurchased under the program have been retired. In August 2019, the Company’s board of directors authorized the repurchase of up to $ 100 million of its common stock, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Act. The share repurchase program commenced on September 25, 2019 , and was terminated on March 20, 2020 . All of the shares purchased under the above repurchase programs were retired prior to the end of the fiscal year in which they were purchased. As of October 31, 2023, $ 31.7 million was available under this authorization for the purchase of additional shares. The table below presents information on the repurchase programs for the three most recent fiscal years . 2023 Purchases 2022 Purchases 2021 Purchases Number of shares repurchased 0 187 3,919 Cost of shares repurchased $ 0 $ 2,522 $ 48,249 Average price paid per share $ 0 $ 13.43 $ 12.31 64 Table of Contents NOTE 21 - SUBSIDIARY DIVIDENDS In 2021 , PDMC, the Company’s majority owned subsidiary in Taiwan, paid dividends of which 49.99 %, or approximately $ 9.6 million were paid to noncontrolling interests. Dividends were no t paid in the years ended 2022 and 2023. NOTE 22 - RECENT ACCOUNTING PRONOUNCEMENTS Accounting Standards Updates Adopted In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance”, to increase the transparency of government assistance including the disclosure of the types of assistance an entity receives, an entity’s method of accounting for government assistance, and the effect of the assistance on an entity’s financial statements. The guidance was effective for annual disclosures beginning our fiscal year 2023, and early adoption was permitted. We adopted the guidance as of the effective date. The guidance did not have a material impact in the consolidated financial statements. Refer to Note 1 of our consolidated financial statements for additional information. Accounting Standards Updates to be Adopted In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance in this Update is effective for all public entities for fiscal years beginning after December 15, 2023, with early adoption permitted. We are currently evaluating the effect the adoption of this ASU may have on our disclosures. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, which provides optional expedients and exceptions to applying the guidance on contract modifications, hedge accounting, and other transactions, to simplify the accounting for transitioning from LIBOR, and other interbank offered rates expected to be discontinued, to alternative reference rates. The guidance in this Update was effective upon its issuance; if elected, it is to be applied prospectively from December 31, 2022. In December 2022, the FASB issues ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848”, which extends the period of time entities can utilize the reference rate reform relief guidance under ASU 2020-04 from December 31, 2022 to December 31, 2024. We are currently evaluating the effect the adoption of this ASU may have on our disclosures . 65 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.